GENERAL TERMS AND CONDITIONS FOR SUPPLIERS
dated 01 – 01 – 2022

These General Terms and Conditions are of the private limited liability companies IMAGINATION MADE REAL BV, registered in the Trade Register of the Chamber of Commerce under number 83369082, LEFTFIELD FESTIVAL BV, registered in the Trade Register of the Chamber of Commerce under number 83499423, and ICONS LIVE BV, registered in the Trade Register of the Chamber of Commerce under number 84365331, hereinafter jointly referred to as “IMR“.

 

These General Terms and Conditions have also been filed with the Chamber of Commerce in Amsterdam.

  1. DEFINITIONS
  • Request: any request from IMR to a Supplier to make a quotation.
  • General Terms and Conditions: the present general terms and conditions.
  • Order: any order in writing from IMR for Products, Services or a combination thereof from a Supplier.
  • Service: any assignment from IMR to perform work, as specified in the Agreement.
  • Supplier: the party that contracts or intends to contract with IMR in the context of Deliveries to IMR.
  • Delivery: the actual provision of a Product and/or Service to IMR or third parties designated by IMR.
  • Quotation: any offer from a Supplier to IMR, aimed at the provision of Products, Services or a combination thereof by the Supplier to IMR.
  • Agreement: any contractual relationship between IMR and the Supplier.
  • Price: the agreed purchase price, rental price and/or compensation owed by IMR to the Supplier for Deliveries made by the Supplier.
  • Product: products delivered pursuant to purchase, hire or lease, as specified in the Agreement.
  1. APPLICABILITY
  • The General Terms and Conditions apply to all Requests, Orders and Agreements, regardless of the manner in which they are concluded. The Supplier expressly accepts the applicability of these General Terms and Conditions.
  • Deviations from and/or additions to these General Terms and Conditions are only valid if and insofar as this has been expressly agreed in writing by IMR and the Supplier.
  • IMR expressly rejects the applicability of any general terms and conditions of the Supplier.
  • Invalidity or nullity of one or more provision(s) of these General Terms and Conditions leaves the remaining provisions of the General Terms and Conditions in full force and effect.
  • If a provision of these General Terms and Conditions is void, voidable or unenforceable, this provision will automatically (by operation of law) be replaced by a valid provision that corresponds as much as possible to the purport of the void provision.
  • Provisions in these General Terms and Conditions which by their nature are intended to continue even after termination of the Agreement, will remain in effect afterwards. These obligations in any case include guarantees, indemnifications, liability, confidentiality, intellectual property rights, and applicable law and choice of forum.
  1. NEGOTIATIONS
  • IMR can terminate negotiations about an Agreement yet to be concluded at any time. In that case, IMR is never obliged to negotiate further or to pay compensation for any costs or damage suffered by the other party, regardless of what this damage might consist of or how this damage arose.
  1. ENFORCEABILITY
  • Requests made by or on behalf of IMR will never lead to enforceable obligations on the part of IMR.
  • Agreements, Orders, acceptance of Quotations, Requests, stipulations that are intended to form part of an Agreement, and amendments and additions to Agreements only bind IMR if they are signed by an authorised representative of IMR;
  • IMR has the right to revoke any Order that has been accepted by the Supplier within fourteen (14) days, as a result of which no Agreement has been concluded between the parties.
  1. NOTIFICATIONS
  • All communications regarding the Agreement must be made in writing.
  • Notifications regarding an alleged shortcoming must clearly describe the alleged shortcoming, what is claimed as a remedy, as well as a reasonable term for the said remedy.
  1. PRICES
  • The Prices are in euros, exclusive of VAT (unless expressly stated otherwise) and include all costs associated with the Delivery, including but not limited to delivery costs, insurance, taxes, import duties and packaging.
  • The agreed prices are binding and can only be adjusted if the Agreement specifies circumstances that may lead to this.
  • A fixed price is charged for the provision of Services, unless expressly agreed otherwise. Additional work can only be charged if a provision has been made for this in the Agreement, or if IMR has given prior written permission for the additional work.
  1. DELIVERY
  • Unless expressly agreed otherwise, the agreed delivery times for the delivery of Products and/or Services are always strict deadlines as referred to in Article 83 under a of Book 6 of the Dutch Civil Code (CC). If this limit is exceeded, in addition to IMR’s right to full compensation, the Supplier will owe IMR an immediately due and payable penalty of 20% of the Price.
  • The Supplier must immediately notify IMR in writing of any impending exceeding of delivery times.
  • In the event that IMR purchases Products from the Supplier, the ownership rights will pass to IMR upon delivery.
  • All risks in respect of Products to be delivered by the Supplier shall pass to IMR at the time of Delivery.
  • IMR is not obliged to inspect the Products further upon delivery or when they are put into use.
  1. PLACE OF DELIVERY
  • The place of delivery is the place of business of IMR. IMR has the right at all times to determine a different place of delivery, including any location where an event takes place.
  • If the Order concerns products to be installed, the place of delivery will be the exact place where these products are to be installed on the instructions of IMR.
  • In the case of rental, the Supplier must also collect the products at the place of delivery, whereby the Supplier observes the instructions of IMR.
  1. CHANGES
  • IMR is at all times entitled to change the Order by means of a notification in writing. In the event of a change, a reasonable term is always observed for the delivery of the Products or the performance of the Services, taking into account the specific circumstances of the case, whereby changes may have to take place in the short term.
  • If the Supplier wishes to change the Order in whole or in part, a prior written request must be made to IMR. The Supplier may only make and/or carry out a change to the Order after written permission from IMR.
  1. INTELLECTUAL PROPERTY RIGHTS
  • Unless expressly agreed otherwise in writing, IMR reserves its intellectual property rights or the rights of its licensors, including copyrights, trademark rights, related rights, design rights, patent rights, database rights, etc., with regard to creations made as a result of the Agreement, including but not limited to offers, Quotations, reports, proposals, formats, concepts, designs, layout, promotional material, as well as data, software and/or the Website(s), the names and/or logos of IMR provided to the Supplier. The Supplier is not permitted to publish or have these creations made public and/or reproduced or otherwise used without the prior written consent of IMR.
  • If the Supplier could assert any intellectual and/or industrial property right with regard to its Products and/or Services, it is deemed to have fully and unconditionally granted a full, comprehensive and unlimited exclusive right of use to IMR by entering into the Agreement, with which IMR is entitled to use, publish or reproduce the Products and/or Services and all related goods worldwide, in any way and in whatever form, known now or in the future. The fee for this right of use is included in the price agreed between the Supplier and IMR in the Agreement.
  1. PERSONAL DATA
  • If the Supplier processes personal data within the meaning of the General Data Protection Regulation (GDPR) in connection with the performance of the Agreement, it guarantees to do so in accordance with the applicable legislation (including the GDPR).
  1. WARRANTIES AND INDEMNIFICATIONS
  • The Supplier guarantees that the Products and/or Services comply with all legal or semi-legal regulations, including but not limited to working conditions legislation and export laws and regulations, all premiums for national and employee insurance schemes and all taxes, in particular wage and sales tax, and other government regulations, as well as all safety, quality and environmental standards that are considered reasonable and are applied within the industry.
  • The Supplier indemnifies IMR against claims from third parties, including employees of IMR, for recovery of damage arising from or related to the failure to comply, in whole or in part, or on time, with the aforementioned regulations, and from all fines imposed in connection therewith.
  • The Supplier indemnifies IMR against all claims from third parties, including employees of IMR, for recovery of damage as a result of shortcomings in the Products and/or Services delivered.
  • The Supplier guarantees that it has exclusive possession of all rights granted and/or transferred to IMR under the Agreement and that it is authorised to enter into the Agreement. The Supplier also guarantees that the Products and/or Services delivered are unencumbered and free of seizures and that no intellectual or industrial property rights of third parties are infringed or are otherwise unlawful. The supplier indemnifies IMR against all claims from third parties in this regard.
  • The Supplier guarantees for a period that is customary for the relevant Product or Services, with a minimum term of twelve (12) months and in the case of rental during the entire rental period, that the Products or Services are in accordance with the contents of the Order and the Agreement (“non-conformity”).
  • Within the warranty period as referred to in Article 12.5, at IMR’s first request, the Supplier will repair any shortcomings in Products and/or Services found by IMR as soon as possible, without the Supplier charging extra costs for this.
  1. FORCE MAJEURE
  • IMR is not obliged to purchase the Products and/or Services, nor is it otherwise obliged to fulfil its obligations, in the event that the event cannot take place as a result of force majeure on the part of IMR, including in any case (but not exclusively) the following circumstances that qualify as force majeure: failure by the artist(s), failure by (other) Supplier(s), government measures, threat to public health, non-attributable failure to obtain the necessary permits for the event, transportation difficulties, fire, strike, epidemic, closing of the venue of the event, natural phenomena, war, riot and all other circumstances independent of the will of IMR. In the event of force majeure, IMR has the right to dissolve the Agreement in whole or in part without judicial intervention, or to suspend fulfilment of its obligations for a period to be determined by IMR, without being obliged to pay any compensation. If IMR has already paid (a part of) the Price, the Supplier is obliged to refund it, except insofar as the payment thereof relates to a consideration already performed by the Supplier.
  • The Supplier is only entitled to invoke force majeure on its part, in the event that the Supplier fails to fulfil its obligations and this is not due to its fault, nor under the law or generally accepted standards. The parties expressly do not consider the following circumstances as force majeure on the part of the Supplier: failure to perform or late performance by any supplier or other contractor of the Supplier; staff shortage, strike, absenteeism, production failure and fire in the company of the Supplier; unsuitability of or defects in auxiliary and (transport) resources and other items that the Supplier uses in the performance of the Agreement; transport difficulties, traffic obstructions, stagnation of transport with means of transport chosen by the Supplier; loss or damage of material during transport by or on behalf of the Supplier; government measures, including import, export and transit bans of Products to be supplied by the Supplier; failure to comply with government requirements or permit requirements, other standards and guidelines by the Supplier.
  • If the Supplier invokes force majeure vis-à-vis IMR on any grounds, IMR has the right to immediately dissolve the Agreement without judicial intervention, without IMR being obliged to pay any compensation for damage or otherwise. If and insofar as IMR has already made any payment to the Supplier, the Supplier is obliged to repay this, even if this compensation relates to any performance already performed by the Supplier.
  1. PAYMENT
  • IMR is only obliged to pay if, in IMR’s opinion, the Supplier has fully complied with its obligations under the Agreement. In that case, IMR will pay the Price within thirty (30) days of receipt of the invoice.
  • The Supplier will not issue an invoice until after the Products and/or the Services have been delivered, unless expressly agreed otherwise in writing.
  • The Supplier will forward its invoices to IMR no later than six (6) weeks after the Products and/or the Services have been delivered.
  • IMR is always authorised to suspend payment (in whole or in part) if it discovers a shortcoming in the performance of the Supplier. IMR is always authorised to set off claims of the Supplier against claims of IMR on the Supplier or companies affiliated with the Supplier.
  • If IMR does not make payment in time, IMR only owes statutory commercial interest after written notice of default. Any (legal) collection costs are for the account of the Supplier.
  1. SAFETY
  • Prior to Delivery, the Supplier must acquaint itself with the conditions on the site and the buildings and the space(s) where Products are delivered and/or Services are provided, as well as the applicable regulations, including with regard to working conditions, safety, health and the environment, and must behave accordingly.
  • If reference is made in the Agreement and/or in the related information to technical, safety, quality and/or other regulations, the Supplier is deemed to be aware of these and to be able to apply them, unless it informs IMR immediately in writing to the contrary.
  • The Supplier indemnifies IMR against all damage and/or claims from third parties, if the third party has incurred damage because the Supplier has failed to observe the applicable laws and (safety) regulations.
  1. CONFIDENTIALITY
  • The Supplier, service personnel and/or other third parties engaged by or on behalf of the Supplier are obliged to treat all confidential information originating from IMR that has come to their knowledge or brought to their attention in any way in the strictest confidence and to keep it secret and not to disclose anything about it without the prior written consent of IMR. The Supplier guarantees that it will also impose this duty of confidentiality on its employees and/or other third parties engaged by the Supplier.
  • The supplier is legally in default by violation of or non-compliance with the provisions of Article 16.1 and as a result forfeits to IMR an immediately due and payable fine per violation of EUR 10,000 per violation, to be increased by EUR 500 for each day or part thereof that the violation continues, without prejudice to the right to additionally claim full compensation. Compliance with the obligation to pay the fine does not release the Supplier from the obligation under Article 16.1.
  1. DISSOLUTION AND TERMINATION
  • Without prejudice to the right to dissolution as referred to in Article 265 of Book 6 CC, IMR is authorised to dissolve the Agreement in writing, without any reminder or notice of default, if:
  1. The supplier applies for a moratorium or is granted a moratorium, whether or not provisional;
  2. The Supplier files for bankruptcy or is declared bankrupt;
  3. The Supplier has initiated proceedings to liquidate its company;
  4. A change occurs in the control over the company of the Supplier, which also includes a change in the shareholding whereby a third party acquires or relinquishes a substantial interest of at least 5% in the company of the Supplier.
  5. The Supplier ceases its business or continues its business activities under another entity.;
  6. A substantial part of the Supplier’s assets is seized.
  • In the event that the terminated Agreement relates to software, a termination as referred to in this article does not affect the right to use the software provided to IMR by the Supplier.
  • In the case of a continuing performance agreement, IMR is at all times entitled to terminate the Agreement in whole or in part in writing, whereby a notice period of one month is observed and is considered reasonable by the parties. Where appropriate, the Supplier is not entitled to any compensation or continuation of the Agreement.
  1. LIABILITY
  • IMR is not liable for any damage whatsoever, direct or indirect, suffered by or in connection with the execution of the Agreement or as a result of any failure on the part of IMR in the fulfilment of its obligations under the Agreement, unless such damage is due to intent or gross negligence on the part of IMR.
  • If and to the extent that IMR, without prejudice to the above, should be liable to the Supplier for any damage suffered by the Supplier, this liability is at all times limited to direct damage, and to the amount owed to the Supplier under the Agreement, or, if this amount is higher than the amount to be paid out under IMR’s civil liability insurance, up to that insured amount.
  • The Supplier remains responsible at all times for its own materials and/or goods. IMR is not liable for loss, theft, missing or damage to materials and/or goods of the Supplier, except in the event of intent or gross negligence on the part of IMR. The supplier indemnifies IMR against any claim in this regard.
  • The Supplier is aware of and, in the performance of the Agreement, takes into account the industry-specific working conditions, such as conditions specific to (outdoor) festival sites and large production locations, and the associated risks of theft, damage or loss of goods.
  • The Supplier declares that it is adequately insured and that it maintains itself adequately insured for the delivery of the Products and/or the performance of the Services.
  • If, in the performance of the Agreement, the Supplier causes damage to materials and/or goods owned or managed by IMR due to its culpable conduct, IMR is entitled to hold the Supplier liable for this damage. The Supplier indemnifies IMR against all claims from third parties in the event that damage is caused to third parties and/or materials of third parties due to culpable conduct on the part of the Supplier.
  1. DISPUTES
  • All disputes relating to the Agreement and these General Terms and Conditions will be settled, to the exclusion of any other court, by the competent court in Amsterdam.
  • These General Terms and Conditions are exclusively governed by Dutch law.